##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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FORM 10-Q

(Mark One)

|    |  |                                                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended September 30, 2002.
|    |  | or                                                                                                                                         
|[_] |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                                  

Commission File Number: 000-24799



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THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 52-2056410
(I.R.S. Employer
Identification Number)

|                                                                                                |  |                 
|----------------------------------------------------------------------------------------------- |  | ----------------
|2000 Pennsylvania Avenue, NW
Suite 6000
Washington, DC
(Address of principal executive offices) |  | 20006
(Zip Code)

(202) 777-5000

(Registrants telephone number, including area code)

Not applicable.
(Former name, former address and former fiscal year, if changed, since last report.)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|        |  |       
|------- |  | ------
|Yes [X] |  | No [_]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

As of November 8, 2002, we had outstanding 37,171,591 shares of Common Stock,
par value $0.01 per share and had outstanding no shares of Preferred Stock, par
value $0.01 per share.





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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q



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|                              |                                                                                               |                                                                                                |  |    |   |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  | -- | - |  | 
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                |  |   
|                             
|                              | ITEM 1. Financial Statements                                                                  |                                                                                                |  |    |  
|                             
|                              |                                                                                               | Condensed Balance Sheets at September 30, 2002 and
December 31, 2001                           |  |    | 3 | 
|                             
|                              |                                                                                               | Condensed Statements of Income for the Three and
Nine Months Ended September 30, 2002 and 2001 |  |    | 4 | 
|                             
|                              |                                                                                               | Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 2002 and 2001       |  |    | 5 | 
|                             
|                              |                                                                                               | Notes to Condensed Financial Statements                                                        |  |    | 6 | 
|                             
|                              | ITEM 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                |  | 8  |  
|                             
|                              | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                |  | 13 |  
|                             
|                              | ITEM 4. Controls and Procedures                                                               |                                                                                                |  | 13 |  
|                             
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                |  |   
|                             
|                              | ITEM 1. Legal Proceedings                                                                     |                                                                                                |  | 14 |  
|                             
|                              | ITEM 2. Changes in Securities and Use of Proceeds                                             |                                                                                                |  | 14 |  
|                             
|                              | ITEM 3. Defaults Upon Senior Securities                                                       |                                                                                                |  | 14 |  
|                             
|                              | ITEM 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                |  | 14 |  
|                             
|                              | ITEM 5. Other Information                                                                     |                                                                                                |  | 14 |  
|                             
|                              | ITEM 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                |  | 14 |  

2



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##### 



PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED BALANCE SHEETS
(In thousands, except share amounts)

|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |     |         |  | 
|--------------------------- | -------------------------------------------------- | --------------------------------------------------- | ------------------------------------------ | ------- | --- | ------------------ | ------ | ----------------- | --- | ------- |  | 
|                            |                                                    |                                                     |                                            |         |     | September 30, 2002 |        | December 31, 2001
|                            |                                                    |                                                     |                                            |         |     |                    |        |                  
|                            |                                                    |                                                     |                                            |         |     | (Unaudited)        |        |                   |     |        
|                            |                                                    |                                                     | Assets                                     |         |     |                    |        |                   |     |         | 
|Current assets:             |                                                    |                                                     |                                            |         |     |                    |        |                  
|                            | Cash and cash equivalents                          |                                                     | $                                          | 33,968  |     |                    | $      | 48,271            |    
|                            | Marketable securities                              |                                                     |                                            | 16,546  |     |                    |        | 35,735            |    
|                            | Membership fees receivable, net                    |                                                     |                                            | 26,436  |     |                    |        | 42,011            |    
|                            | Deferred income taxes, net                         |                                                     |                                            | 26,576  |     |                    |        | 19,881            |    
|                            | Deferred incentive compensation                    |                                                     |                                            | 3,551   |     |                    |        | 4,216             |    
|                            | Prepaid expenses and other current assets          |                                                     |                                            | 4,323   |     |                    |        | 3,042             |    
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total current assets                       |         |     | 111,400            |        |                   |     | 153,156 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|Deferred income taxes, net  |                                                    |                                                     | 37,752                                     |         |     |                    | 38,639 |                  
|Marketable securities       |                                                    |                                                     | 143,480                                    |         |     |                    | 48,463 |                  
|Property and equipment, net |                                                    |                                                     | 15,755                                     |         |     |                    | 17,260 |                  
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total assets                               |         | $   | 308,387            |        |                   | $   | 257,518 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Liabilities and Stockholders equity       |         |     |                    |        |                   |     |         | 
|Current liabilities:        |                                                    |                                                     |                                            |         |     |                    |        |                  
|                            | Accounts payable and accrued liabilities           |                                                     | $                                          | 10,589  |     |                    | $      | 10,683            |    
|                            | Accrued incentive compensation                     |                                                     |                                            | 7,104   |     |                    |        | 6,387             |    
|                            | Deferred revenues                                  |                                                     |                                            | 83,001  |     |                    |        | 94,683            |    
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total current liabilities                  |         |     | 100,694            |        |                   |     | 111,753 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|Other liabilities           |                                                    |                                                     | 2,627                                      |         |     |                    | 1,781  |                  
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total liabilities                          |         |     | 103,321            |        |                   |     | 113,534 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|Stockholders equity:       |                                                    |                                                     |                                            |         |     |                    |        |                  
|                            | Preferred stock, par value $0.01; 5,000,000 shares |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    | authorized, no shares issued and outstanding        |                                            |         |    |                    |        |                   |    |        
|                            | Common stock, par value $0.01; 100,000,000 shares  |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    | authorized and 37,153,921 and 34,898,060 shares     |                                            |         |     |                    |        |                   |     |        
|                            |                                                    | issued and outstanding as of September 30, 2002 and |                                            |         |     |                    |        |                   |     |        
|                            |                                                    | December 31, 2001, respectively                     |                                            |         | 372 |                    |        |                   | 349 |        
|                            | Additional paid-in capital                         |                                                     |                                            | 129,230 |     |                    |        | 94,221            |    
|                            | Retained earnings                                  |                                                     |                                            | 69,600  |     |                    |        | 48,243            |    
|                            | Accumulated elements of comprehensive income       |                                                     |                                            | 5,864   |     |                    |        | 1,171             |    
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total stockholders equity                 |         |     | 205,066            |        |                   |     | 143,984 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    
|                            |                                                    |                                                     | Total liabilities and stockholders equity |         | $   | 308,387            |        |                   | $   | 257,518 | 
|                            |                                                    |                                                     |                                            |         |     |                    |        |                   |    

See accompanying notes to condensed financial statements.

3



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |        |        | 
|---------------------------------------------------------------------- | --------------------------------- | ------------------------ | ------ | ------------------ | ------ | ----------------- | ------ | ------ | ------ | ---- | ------- | ------ | ------ | - | ------ | ------ | ------ | 
|                                                                       |                                   |                          |        | Three months ended |        | Nine months ended
|                                                                       |                                   |                          |        | September 30,      |        | September 30,    
|                                                                       |                                   |                          |        |                    |        |                  
|                                                                       |                                   |                          |        | 2002               |        | 2001              |        | 2002   |        | 2001
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |     
|Revenues                                                               |                                   | $                        | 41,275 |                    |        | $                 | 32,625 |        |        | $    | 117,845 |        |        | $ | 92,964 |       
|                                                                       | Cost of services                  |                          |        | 14,126             |        |                   |        | 11,012 |        |      |         | 40,659 |        |   |        | 33,164 |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Gross profit                                                           |                                   |                          | 27,149 |                    |        |                   | 21,613 |        |        |      | 77,186  |        |        |   | 59,800 |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Costs and expenses:                                                    |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|                                                                       | Member relations and marketing    |                          |        | 10,248             |        |                   |        | 7,915  |        |      |         | 29,222 |        |   |        | 21,837 |       
|                                                                       | General and administrative        |                          |        | 4,388              |        |                   |        | 4,215  |        |      |         | 13,215 |        |   |        | 12,111 |       
|                                                                       | Depreciation                      |                          |        | 1,399              |        |                   |        | 1,198  |        |      |         | 3,988  |        |   |        | 3,121  |       
|                                                                       | Stock option and related expenses |                          |        |                   |        |                   |        |       |        |      |         | 668    |        |   |        | 1,258  |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|                                                                       |                                   | Total costs and expenses |        |                    | 16,035 |                   |        |        | 13,328 |      |         |        | 47,093 |   |        |        | 38,327 | 
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Income from operations                                                 |                                   |                          | 11,114 |                    |        |                   | 8,285  |        |        |      | 30,093  |        |        |   | 21,473 |       
|Other income, net                                                      |                                   |                          | 1,734  |                    |        |                   | 1,110  |        |        |      | 4,563   |        |        |   | 3,212  |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Income before provision for income taxes                               |                                   |                          | 12,848 |                    |        |                   | 9,395  |        |        |      | 34,656  |        |        |   | 24,685 |       
|Provision for income taxes                                             |                                   |                          | 5,011  |                    |        |                   | 3,570  |        |        |      | 13,299  |        |        |   | 9,380  |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Net income                                                             |                                   | $                        | 7,837  |                    |        | $                 | 5,825  |        |        | $    | 21,357  |        |        | $ | 15,305 |       
|                                                                       |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|Earnings per share:                                                    |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|                                                                       | Basic                             |                          | $      | 0.21               |        |                   | $      | 0.17   |        |      | $       | 0.58   |        |   | $      | 0.45   |       
|                                                                       | Diluted                           |                          | $      | 0.21               |        |                   | $      | 0.16   |        |      | $       | 0.57   |        |   | $      | 0.42   |       
|Weighted average shares used in the
calculation of earnings per share: |                                   |                          |        |                    |        |                   |        |        |        |      |         |        |        |   |        |       
|                                                                       | Basic                             |                          |        | 37,123             |        |                   |        | 34,750 |        |      |         | 36,572 |        |   |        | 33,725 |       
|                                                                       | Diluted                           |                          |        | 37,734             |        |                   |        | 36,908 |        |      |         | 37,607 |        |   |        | 36,361 |       

See accompanying notes to condensed financial statements.

4



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |         |        |     |         |  
|---------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | ---------------------------- | ----------------------------------------------- | ------ | ----------------- | ------- | ------- | ------ | --- | ------- | -
|                                                     |                                                      |                                                     |                              |                                                 |        | Nine months ended
|                                                     |                                                      |                                                     |                              |                                                 |        | September 30,    
|                                                     |                                                      |                                                     |                              |                                                 |        |                  
|                                                     |                                                      |                                                     |                              |                                                 |        | 2002              |         | 2001   
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Cash flows from operating activities:                |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Net income                                           |                                                      | $                                                   | 21,357                       |                                                 |        | $                 | 15,305  |        
|Adjustments to reconcile net income to net cash      |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     | flows provided by operating activities:              |                                                     |                              |                                                 |        |                   |         |         |       
|                                                     |                                                      | Depreciation                                        |                              |                                                 | 3,988  |                   |         |         | 3,121  |    
|                                                     |                                                      | Deferred income taxes                               |                              |                                                 | 13,299 |                   |         |         | 9,380  |    
|                                                     |                                                      | Stock option repurchases                            |                              |                                                 |       |                   |         |         | (3,140 | )  
|                                                     |                                                      | Stock option and related expenses                   |                              |                                                 |       |                   |         |         | 186    |    
|                                                     |                                                      | Amortization of marketable securities premiums, net |                              |                                                 | 1,072  |                   |         |         | 453    |    
|                                                     |                                                      | Changes in operating assets and liabilities:        |                              |                                                 |        |                   |         |         |        |    
|                                                     |                                                      |                                                     |                              | Membership fees receivable, net                 |        |                   | 15,575  |         |        |     | 9,548   |  
|                                                     |                                                      |                                                     |                              | Deferred incentive compensation                 |        |                   | 665     |         |        |     | 414     |  
|                                                     |                                                      |                                                     |                              | Prepaid expenses and other current assets       |        |                   | (1,281  | )       |        |     | (577    | )
|                                                     |                                                      |                                                     |                              | Accounts payable and accrued liabilities        |        |                   | (222    | )       |        |     | (186    | )
|                                                     |                                                      |                                                     |                              | Accrued incentive compensation                  |        |                   | 717     |         |        |     | (193    | )
|                                                     |                                                      |                                                     |                              | Deferred revenues                               |        |                   | (11,682 | )       |        |     | (6,424  | )
|                                                     |                                                      |                                                     |                              | Other liabilities                               |        |                   | 846     |         |        |     | 318     |  
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     |                                                      |                                                     |                              | Net cash flows provided by operating activities |        |                   | 44,334  |         |        |     | 28,205  |  
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Cash flows from investing activities:                |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     | Purchases of property and equipment, net             |                                                     |                              | (2,483                                          | )      |                   |         | (4,010  | )     
|                                                     | Purchases of marketable securities, net              |                                                     |                              | (69,176                                         | )      |                   |         | (36,544 | )     
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     |                                                      |                                                     |                              | Net cash flows used in investing activities     |        |                   | (71,659 | )       |        |     | (40,554 | )
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Cash flows from financing activities:                |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     | Proceeds from the exercise of common stock options   |                                                     |                              | 12,409                                          |        |                   |         | 12,471  |       
|                                                     | Proceeds from the issuance of common stock under the |                                                     |                              |                                                 |        |                   |         |         |       
|                                                     |                                                      |                                                     | employee stock purchase plan |                                                 |        | 485               |         |         |        | 542 |        
|                                                     | Reimbursement of common stock offering costs         |                                                     |                              | 300                                             |        |                   |         | 375     |       
|                                                     | Payment of common stock offering costs               |                                                     |                              | (172                                            | )      |                   |         | (375    | )     
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|                                                     |                                                      |                                                     |                              | Net cash flows provided by financing activities |        |                   | 13,022  |         |        |     | 13,013  |  
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Net increase (decrease) in cash and cash equivalents |                                                      |                                                     | (14,303                      | )                                               |        |                   | 664     |        
|Cash and cash equivalents, beginning of period       |                                                      |                                                     | 48,271                       |                                                 |        |                   | 19,493  |        
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        
|Cash and cash equivalents, end of period             |                                                      | $                                                   | 33,968                       |                                                 |        | $                 | 20,157  |        
|                                                     |                                                      |                                                     |                              |                                                 |        |                   |         |        

See accompanying notes to condensed financial statements.

5



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1  Description of operations

We provide best practices research and quantitative analysis focusing on
corporate strategy, operations and general management issues. Best practices
research supports senior executive decision making by identifying and analyzing
specific management initiatives, processes and strategies that have been
determined to produce the best results in solving common business problems or
challenges. For a fixed, annual fee, members of each of our research programs
have access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and Web-based
access to the programs content database and decision support tools.

Note 2  Condensed financial statements

The accompanying condensed unaudited financial statements included herein
have been prepared by us in accordance with accounting principles generally
accepted in the United States for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC) for
reporting on Form 10-Q. Accordingly, certain information and footnote
disclosures required for complete financial statements are not included herein.
It is recommended that these condensed financial statements be read in
conjunction with the financial statements and related notes as reported on our
Form 10-K filed with the SEC in February 2002.

In management's opinion, all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation of the
condensed financial position, results of operations, and cash flows at the
dates and for the periods presented have been included. The condensed balance
sheet presented as of December 31, 2001 has been derived from the financial
statements that have been audited by our former independent public accountants.
The results of operations for the three and nine months ended September 30,
2002, may not be indicative of the results that may be expected for the year
ending December 31, 2002, or any other period within calendar year 2002.

Note 3  Public offerings of common stock

In March 2002 and March and April 2001, certain of our shareholders sold
2,100,000 and 3,035,000 shares of our common stock in registered public
offerings. We did not directly receive any proceeds from the sale of our
common stock pursuant to these registered public offerings. However, we did
receive cash from the exercise of common stock options in conjunction with the
registered public offerings. In addition, we recognized $623,000 and $1.0
million in compensation expense reflecting additional Federal Insurance
Corporation Act (FICA) taxes as a result of the taxable income that the
employees recognized upon the exercise of non-qualified common stock options in
conjunction with the registered public offerings in March 2002 and March and
April 2001, respectively. The additional FICA taxes are included within Stock
option and related expenses on the condensed statements of income for the nine
months ended September 30, 2002 and September 30, 2001.

Note 4  Earnings per share

Basic earnings per share was computed by dividing net income by the number
of basic weighted average common shares outstanding during the period. Diluted
earnings per share was computed by dividing net income by the number of diluted
weighted average common shares outstanding during the period. The number of
weighted average common share equivalents outstanding has been determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options. A
reconciliation of basic to diluted weighted average common shares outstanding
is as follows:

|                                                      |  |                     |            |                     |  |      |            |      |  |  |            |  |  |  |            | 
|----------------------------------------------------- |  | ------------------- | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | ---------- |  |  |  | ---------- | 
|                                                      |  | Three months        |            | Nine months        
|                                                      |  | ended September 30, |            | ended September 30,
|                                                      |  |                     |            |                    
|                                                      |  | 2002                |            | 2001                |  | 2002 |            | 2001
|                                                      |  |                     |            |                     |  |      |            |     
|Basic weighted average common shares outstanding      |  |                     | 37,123,405 |                     |  |      | 34,750,221 |      |  |  | 36,571,993 |  |  |  | 33,725,395 | 
|Weighted average common share equivalents outstanding |  |                     | 610,967    |                     |  |      | 2,158,122  |      |  |  | 1,034,921  |  |  |  | 2,635,119  | 
|                                                      |  |                     |            |                     |  |      |            |      |  |  |            |  |  |  |            | 
|                                                      |  |                     | 37,734,372 |                     |  |      | 36,908,343 |      |  |  | 37,606,914 |  |  |  | 36,360,514 | 
|                                                      |  |                     |            |                     |  |      |            |      |  |  |            |  |  |  |            | 

6



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##### 



Note 5  Comprehensive income (loss)

Comprehensive income (loss) is defined as net income (loss) plus the
net-of-tax impact of foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities. Comprehensive income for the three months ended September
30, 2002 and 2001, was $11.4 million and $6.7 million, respectively.
Comprehensive income for the nine months ended September 30, 2002 and 2001, was
$26.1 million and $16.6 million, respectively. The accumulated elements of
comprehensive income, net of tax, included within stockholders equity on the
condensed balance sheets are comprised solely of the change in unrealized gains
(losses) on available-for-sale marketable securities.

Note 6  Deferred income taxes, net

For tax purposes, we have deferred income taxes, net, consisting primarily
of net operating loss (NOL) carry forwards for regular Federal and state income
tax purposes generated from the exercise of common stock options. In estimating
future tax consequences, Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes(SFAS 109) generally considers all expected future
events in the determination and evaluation of deferred tax assets and
liabilities. The Company believes that its future taxable income will be
sufficient for the full realization of the deferred income taxes, net.
However, SFAS 109 does not consider the effect of future changes in
existing tax laws or rates in the determination and evaluation of deferred tax
assets and liabilities until the new tax laws or rates are enacted. We have
established our deferred income tax assets and liabilities using currently
enacted tax law and rates. We will recognize into income an adjustment for the
impact of new tax laws or rates on the existing deferred tax assets and
liabilities when new tax laws or rates are enacted.

Note 7  Supplemental cash flows disclosures

For the nine months ended September 30, 2002 and 2001, we recognized $22.1
million and $40.0 million, respectively, in stockholders equity for tax
deductions associated with the exercise of non-qualified common stock options.
Estimated current income tax payments for the nine months ended September 30,
2002 and 2001, have been reduced by the consideration of the tax deductions
associated with the exercise of non-qualified common stock options.

Note 8  Condensed financial statement reclassifications

Certain amounts in the condensed financial statements as of, and for the
three and nine month periods ended, September 30, 2001, have been reclassified
to conform to the presentation in the condensed financial statements as of, and
for the three and nine month periods ended, September 30, 2002.

7



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##### 



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations

This Quarterly Report on Form 10-Q of The Corporate Executive Board
Company contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on our
current plans and expectations and involve risks and uncertainties that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. Factors that
could cause actual results to differ materially from those indicated by
forward-looking statements include, among others, our dependence on renewals of
our membership-based services, our inability to know in advance if new products
will be successful, difficulties we may experience in anticipating market
trends, our need to attract and retain a significant number of highly skilled
employees, restrictions on selling our products and services to the health care
industry, continued consolidation in the financial institution industry which
may adversely impact our business, fluctuations in operating results, our
potential inability to protect our intellectual property rights, our potential
exposure to litigation related to our content, our potential exposure to loss
of revenue resulting from our unconditional service guarantee, various factors
that could affect the estimated income tax rate, our ability to use our
existing deferred tax assets, and possible volatility of stock price. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, or otherwise.

Overview

We provide best practices research and quantitative analysis focusing on
corporate strategy, operations and general management issues. Best practices
research supports senior executive decision making by identifying and analyzing
specific management initiatives, processes and strategies that have been
determined to produce the best results in solving common business problems or
challenges. For a fixed, annual fee, members of each of our research programs
have access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and Web-based
access to the programs content database and decision support tools.

Membership subscriptions, which are principally annually renewable
agreements, are generally payable by members at the beginning of the contract
term. Billings attributable to memberships in our research programs initially
are recorded as deferred revenues and then recognized pro rata over the
membership contract term. At any time, a member may request a refund of their
membership fee for a research program, which is provided on a pro rata basis
relative to the remaining term of the membership.

One measure of our business is its annualized Contract Value, which we
calculate as the aggregate annualized revenue attributed to all agreements in
effect at a given point in time, without regard to the remaining duration of
any such agreement. Our experience has been that a substantial portion of
members renew subscriptions for an equal or higher level each year. Contract
Value has increased 27.1% to $163.4 million at September 30, 2002, from $128.5
million at September 30, 2001.

Our operating costs and expenses consist of cost of services, member
relations and marketing, general and administrative expenses, depreciation, and
stock option and related expenses. Cost of services represents the costs
associated with the production and delivery of our products and services,
including compensation of research personnel and in-house faculty, the
production of published materials, the organization of executive
education seminars and all
associated support services. Member relations and marketing expenses include
the costs of acquiring new members, the costs of maintaining and renewing
existing members, compensation expense (including sales commissions), travel
and all associated support services. General and administrative expenses
include the costs of human resources and recruiting, finance and accounting,
management information systems, facilities management, new product development
and other administrative functions. Stock option and related expenses include
non-cash compensation expense related to certain stock option agreements in
existence at the time of the spin-off from The Advisory Board Company and
additional cash payroll taxes for compensation expense relating to the
taxable income recognized by employees upon the exercise of non-qualified
common stock options.

8



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Results of Operations

The following table sets forth certain financial data as a percentage of
revenues for the periods indicated:

|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |      |      | 
|---------------------------------------- | --------------------------------- | ------------------------ | ----- | ------------------- | ---- | ------------------- | ----- | ---- | ---- | ---- | ----- | ---- | ---- |  | ----- | ---- | ---- | 
|                                         |                                   |                          |       | Three months        |      | Nine months        
|                                         |                                   |                          |       | ended September 30, |      | ended September 30,
|                                         |                                   |                          |       | 2002                |      | 2001                |       | 2002 |      | 2001
|                                         |                                   |                          |       |                     |      |                     |       |      |      |     
|Revenues                                 |                                   |                          | 100.0 | %                   |      |                     | 100.0 | %    |      |      | 100.0 | %    |      |  | 100.0 | %   
|                                         | Cost of services                  |                          |       | 34.2                |      |                     |       | 33.8 |      |      |       | 34.5 |      |  |       | 35.7 |     
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|Gross profit                             |                                   |                          | 65.8  |                     |      |                     | 66.2  |      |      |      | 65.5  |      |      |  | 64.3  |     
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|Costs and expenses:                      |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|                                         | Member relations and marketing    |                          |       | 24.8                |      |                     |       | 24.3 |      |      |       | 24.8 |      |  |       | 23.5 |     
|                                         | General and administrative        |                          |       | 10.6                |      |                     |       | 12.9 |      |      |       | 11.2 |      |  |       | 13.0 |     
|                                         | Depreciation                      |                          |       | 3.4                 |      |                     |       | 3.7  |      |      |       | 3.4  |      |  |       | 3.4  |     
|                                         | Stock option and related expenses |                          |       |                    |      |                     |       |     |      |      |       | 0.6  |      |  |       | 1.4  |     
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|                                         |                                   | Total costs and expenses |       |                     | 38.8 |                     |       |      | 40.9 |      |       |      | 40.0 |  |       |      | 41.2 | 
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|Income from operations                   |                                   |                          | 26.9  |                     |      |                     | 25.4  |      |      |      | 25.5  |      |      |  | 23.1  |     
|Other income, net                        |                                   |                          | 4.2   |                     |      |                     | 3.4   |      |      |      | 3.9   |      |      |  | 3.5   |     
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|Income before provision for income taxes |                                   |                          | 31.1  |                     |      |                     | 28.8  |      |      |      | 29.4  |      |      |  | 26.6  |     
|Provision for income taxes               |                                   |                          | 12.1  |                     |      |                     | 10.9  |      |      |      | 11.3  |      |      |  | 10.1  |     
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     
|Net income                               |                                   |                          | 19.0  | %                   |      |                     | 17.9  | %    |      |      | 18.1  | %    |      |  | 16.5  | %   
|                                         |                                   |                          |       |                     |      |                     |       |      |      |      |       |      |      |  |       |     

Three Months and Nine Months Ended September 30, 2002 and September 30, 2001

Revenues.Revenues increased 26.5% to $41.3 million for the three months
ended September 30, 2002, from $32.6 million for the three months ended
September 30, 2001. Revenues increased 26.8% to $117.8 million for the nine
months ended September 30, 2002, from $93.0 million for the nine months ended
September 30, 2001. The increase in revenues was attributable primarily to
cross-selling additional subscriptions to existing members, adding new members,
price increases, and the introduction of new research programs.

Cost of services.Cost of services increased 28.3% to $14.1 million for
the three months ended September 30, 2002, from $11.0 million for the three
months ended September 30, 2001. Cost of services increased 22.6% to $40.7
million for the nine months ended September 30, 2002, from $33.2 million for
the nine months ended September 30, 2001. The increase in cost of services was
principally due to increased research staffing and related compensation costs
to support new subscription programs and an increase in short answer research
and executive education services staffing to serve the growing membership base.
Cost of services as a percentage of revenues increased to 34.2% for the three
months ended September 30, 2002, from 33.8% for the three months ended
September 30, 2001. Cost of services as a percentage of revenues decreased to
34.5% for the nine months ended September 30, 2002, from 35.7% for the nine
months ended September 30, 2001. The fluctuation in cost of services as a
percentage of revenues is attributable to the timing of executive education
seminars, the timing of the completion and delivery of best practices research
studies and the fixed nature of a portion of the production costs of best
practices research studies, as these costs are not significantly affected by
growth in the number of subscription memberships.

Gross profit.Historically, the gross profit margin (gross profit as a
percentage of revenues) has fluctuated based upon the growth in revenues offset
by the costs of delivering best practices research studies, the timing of
executive education seminars, the volume of customized research briefs and the
hiring of personnel. Accordingly, the gross profit margin for the three and
nine months ended September 30, 2002, may not be indicative of future results.

9



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Member relations and marketing. Member relations and marketing costs
increased 29.5% to $10.2 million for the three months ended September 30, 2002
from $7.9 million for the three months ended September 30, 2001. Member
relations and marketing costs increased 33.8% to $29.2 million for the nine
months ended September 30, 2002 from
$21.8 million for the nine months ended September 30, 2001. The increase
in member relations and marketing costs is primarily due to the increase in
sales staff and related costs, the increase in commission expense associated
with increased revenues, and the increase in member relations personnel and
related costs to support our expanding membership base. Member relations and
marketing costs as a percentage of revenues has increased to 24.8% for the
three months ended September 30, 2002, from 24.3% for the three months ended
September 30, 2001. Member relations and marketing costs as a percentage of
revenues has increased to 24.8% for the nine months ended September 30, 2002,
from 23.5% for the nine months ended September 30, 2001. The increase in
member relations and marketing costs as a percentage of revenues is due to the
addition of member relations and marketing personnel and related costs to
support our expanding membership base.

General and administrative.General and administrative expenses increased
4.1% to $4.4 million for the three months ended September 30, 2002, from $4.2
million for the three months ended September 30, 2001. General and
administrative expenses increased 9.1% to $13.2 million for the nine months
ended September 30, 2002, from $12.1 million for the nine months ended
September 30, 2001. The increase in general and administrative expenses
resulted principally from staffing increases in general management, human
resources and recruiting, finance and accounting, management information
systems, new business development and facilities management to support our
growth. These increases were offset by a decrease in consulting and training
expenses associated with prior year investments in management information
software and a decrease in costs associated with our reduced use of external
personnel search firms. Although general and administrative expenses increased
during the three and nine months ended September 30, 2002, as compared to 2001,
general and administrative expenses as a percentage of revenues decreased to
10.6% from 12.9% for the three months ended September 30, 2002 and 2001,
respectively, and to 11.2% from 13.0% for the nine months ended September 30,
2002 and 2001, respectively, due to the fixed nature of a portion of these
costs, which is not significantly affected by growth in revenues.

Depreciation.Depreciation expense increased 16.8% to $1.4 million for the
three months ended September 30, 2002, from $1.2 million for the three months
ended September 30, 2001. Depreciation expense increased 27.8% to $4.0 million
for the nine months ended September 30, 2002, from $3.1 million for the nine
months ended September 30, 2001. The increase in depreciation expense was
principally due to the additional investment in leasehold improvements for
additional office space in Washington, D.C., and the purchase of computer
equipment and software to support organizational growth.

Stock option and related expenses.We recognized $668,000 and $1.1 million
in compensation expense for the nine months ended September 30, 2002 and 2001,
respectively, reflecting additional FICA taxes as a result of the taxable
income that the employees recognized upon the exercise of non-qualified common
stock options, primarily in conjunction with the sale of our common stock in
the registered public offerings in March 2002 and March and April 2001. We did
not recognize any compensation expense for the three months ended September 30,
2002 and 2001, reflecting additional FICA taxes as a result of the taxable
income that the employees recognized upon the exercise of options to purchase
shares of common stock.

In addition, we recognized $186,000 for the nine months ended September
30, 2001, related to stock option agreements in existence at the time of the
spin-off from The Advisory Board Companys sole stockholder. In connection with
the spin-off, we executed substitution agreements with each of our employees
participating in The Advisory Board Company stock option plan. These
substitution agreements resulted in compensation expense being recognized by us
over the vesting period. After 2001, we will recognize no additional
compensation expense related to these substitution agreements.

Other income, net.Other income, net increased 56.2% to $1.7 million for
the three months ended September 30, 2002, from $1.1 million for the three
months ended September 30, 2001. Other income increased 42.1% to $4.6 million
for the nine months ended September 30, 2002, from $3.2 million for the nine
months ended September 30, 2001. The growth in other income, net was due
primarily to the increase in interest income associated with the increased
level of cash, cash equivalents and marketable securities. Cash, cash
equivalents and marketable securities increased as a result of cash flows from
operating activities and cash flows from financing activities further discussed
in the liquidity and capital resources section below.

Provision for income taxes.We recorded a provision for income taxes of
$5.0 million and $3.6 million for the three months ended September 30, 2002 and
2001, respectively. We recorded a provision for income taxes of $13.3

10



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million
and $9.4 million for the nine months ended September 30, 2002 and 2001,
respectively. The increase in our effective income tax rate to 39.0%
for the three months ended September 30, 2002 from 38.0% for the three months ended September 30, 2001,
and to 38.4% for the nine months ended
September 30, 2002 from 38.0% for the nine months ended September 30, 2001 primarily reflects a reduction in the benefit from Federal income tax
incentives associated with the location of our office facilities in
Washington, D.C.

Liquidity and Capital Resources

Cash flows from operating activities.We have financed our operations to
date through funds generated from operating activities. Membership
subscriptions, which are principally annually renewable agreements, are
generally payable by members at the beginning of the contract term. The
combination of revenue growth and advance payment of membership subscriptions
has historically resulted in net positive cash flows provided by operating
activities. We generated net cash flows from operating activities of $44.3
million and $28.2 million for the nine months ended September 30, 2002 and
2001, respectively. For the nine months ended September 30, 2002 and 2001,
operating cash flows were generated within the period principally by net
income, the utilization of tax benefits created by the exercise of common stock
options, and the collection of membership fees receivable, offset by the
decrease in deferred revenues. As of September 30, 2002, we had cash, cash
equivalents and marketable securities of $194.0 million. We expect that our
current cash, cash equivalents and marketable securities balances and
anticipated net positive cash flows from operations will satisfy working
capital, financing, and capital expenditure requirements for the next twelve
months.

Cash flows from investing activities.We used net cash flows in investing
activities of $71.7 million and $40.6 million during the nine months ended
September 30, 2002 and 2001, respectively. During the nine months ended
September 30, 2002 and 2001, investing cash flows were used within the period
to purchase available-for-sale marketable securities of $69.2 million and $36.5
million, respectively, and to purchase leasehold improvements for additional
office space in Washington, D.C., computer equipment and software of $2.5
million and $4.0 million, respectively.

Cash flows from financing activities.We generated net cash flows from
financing activities of $13.0 million and $13.0 million during the nine months
ended September 30, 2002 and 2001, respectively. Net cash provided by financing
activities during the nine months ended September 30, 2002 and 2001, was
primarily attributed to the receipt of cash from the exercise of common stock
options in conjunction with the sale of 2,100,000 and 3,035,000 shares of our
common stock in March 2002 and March and April 2001, respectively.

We previously entered into a $10.0 million, unsecured loan agreement with
a commercial bank that provided for a revolving line of credit facility under
which we could have from time to time borrowed, repaid, and re-borrowed funds.
There were no borrowings under the revolving line of credit facility while it
was in effect. The revolving line of credit facility expired in May 2002 and we
elected not to renew the revolving line of credit facility.

At September 30, 2002 and December 31, 2001, we have no off-balance sheet
financing or other arrangements with unconsolidated entities or financial
partnerships (such as entities often referred to as structured finance or
special purpose entities) established for purposes of facilitating off-balance
sheet financing or other debt arrangements or for other contractually narrow or
limited purposes.

Critical Accounting Policies

We have identified the following policies as critical to our business
operations and the understanding of our results of operations. This listing is
not a comprehensive list of all of our accounting policies. In many cases, the
accounting treatment of a particular transaction is specifically dictated by
accounting principles generally accepted in the United States, with no need for
managements judgment in their application. There are also areas in which
managements judgment in selecting any available alternative would not produce
a materially different result. However, certain of our accounting policies are
particularly important to the portrayal of our financial position and results
of operations and may require the application of significant judgment by our
management; as a result they are subject to an inherent degree of uncertainty.
In applying those policies, our management uses its judgment to determine the
appropriate assumptions to be used in the determination of certain estimates.
Those estimates are based on our historical experience, our observance of
trends in the industry, information provided by our members and information
available from other outside sources, as appropriate. For a more detailed
discussion on the application of these and other accounting policies, see Note
4  Summary of significant account policies to our financial statements and
related notes as reported on our Form 10-K filed with the Securities and
Exchange Commission in February 2002. Our critical accounting policies include:

11



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Deferred tax asset recoverability.For tax purposes, we have deferred
income taxes, net, consisting primarily of net operating loss (NOL) carry
forwards for regular Federal and state income tax purposes generated from the
exercise of common stock options. In estimating future tax consequences,
Statement of Financial Accounting Standards No. 109,Accounting for Income
Taxes(SFAS 109) generally considers all expected future events in the
determination and evaluation of deferred tax assets and liabilities. We believe
that our future taxable income will be sufficient for the full
realization of the deferred income taxes, net. However, SFAS 109 does
not consider the effect of future changes in existing tax laws or rates in the
determination and evaluation of deferred tax assets and liabilities until the
new tax laws or rates are enacted. We have established our deferred income tax
assets and liabilities using currently enacted tax law and rates. We will
recognize into income an adjustment for the impact of new tax laws or rates on
the existing deferred tax assets and liabilities when new tax laws or rates are
enacted.

Revenue recognition.Membership fees are recognized ratably over the term
of the related membership, which is generally twelve months. Members may
request a refund of their membership fee, which is provided on a pro rata basis
relative to the remaining term of the membership. Membership fees are generally
billable when the member agrees to the terms of the membership, although
certain membership fees are billed on an installment basis. In all cases, our
policy is to record the full amount of membership fees receivable as an asset
and related deferred revenue as a liability when a member agrees to the terms
of the membership.

Reserve for uncollectible revenue. We record a reserve for uncollectible
revenue based upon managements analyses and estimates as to the collectability
of our accounts receivable. As part of our analysis, we examine our collections
history, the age of the receivables in question, any specific customer
collection issues that we have identified, general market conditions, customer
concentrations and current economic trends.

Commission expense recognition.Commission expenses related to the
negotiation of new memberships and the renewal of existing memberships are
deferred and amortized over the term of the related memberships.

Property and equipment.Property and equipment consists of furniture,
fixtures and equipment, capitalized software and Web site development costs,
and leasehold improvements. Property and equipment are stated at cost, less
accumulated depreciation expense. Furniture, fixtures and equipment are
depreciated using the straight-line method over the estimated useful lives of
the assets, which range from three to seven years. Capitalized software and Web
site development costs are depreciated using the straight-line method over the
estimated useful lives of the assets, which range from three to five years.
Leasehold improvements are depreciated using the straight-line method over the
shorter of the estimated useful lives of the assets or the lease term.
Replacements and major improvements are capitalized. Maintenance and repairs
are charged to expense as incurred.

12



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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk primarily through our portfolio of
cash, cash equivalents and marketable securities, which is designed for safety
of principal and liquidity. Cash and cash equivalents consist of highly liquid
U.S. Treasury obligations with maturities of less than three months. Marketable
securities consist primarily of U.S. Treasury notes and bonds and insured
Washington, D.C. tax exempt notes and bonds. We perform periodic evaluations of
the relative credit ratings related to the cash, cash equivalents and
marketable securities. This portfolio is subject to inherent interest rate risk
as investments mature and are reinvested at current market interest rates. We
currently do not use derivative financial instruments to adjust our portfolio
risk or income profile.

ITEM 4. Controls and Procedures

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the companys Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Management necessarily applied its judgment in assessing the
costs and benefits of such controls and procedures which, by their
nature, can provide only reasonable assurance regarding
managements control objectives. It should be noted that the
design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote. Based upon that evaluation, the CEO and CFO concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to the company required to be included
in our periodic SEC reports. In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.

13



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|        |  |                                                                
|------- |  | ---------------------------------------------------------------
|PART II |  | OTHER INFORMATION                                              
|       
|ITEM 1. |  | Legal Proceedings                                              
|       
|        |  | We are not currently a party to any material legal proceedings.
|       
|ITEM 2. |  | Change in Securities and Use of Proceeds                       
|       
|        |  | Not applicable.                                                
|       
|ITEM 3. |  | Defaults Upon Senior Securities                                
|       
|        |  | Not applicable.                                                
|       
|ITEM 4. |  | Submission of Matters to a Vote of Security Holders            
|       
|        |  | None.                                                          
|       
|ITEM 5. |  | Other Information                                              
|       
|        |  | Not applicable.                                                
|       
|ITEM 6. |  | Exhibits and Reports on Form 8-K                               
|       
|        |  | (a) Exhibits:                                                  

| |      |  |                                                                                       
| | ---- |  | --------------------------------------------------------------------------------------
| | 10.1 |  | Employment Agreement, dated March 20, 2002, between the
Company and Michael A. Archer.

| |  |                         
| |  | ------------------------
| |  | (b) Reports on Form 8-K:



| | (i)   |  | On July 10, 2002, we filed a Current Report on Form 8-K,
which included a notification of a change in the Companys
certifying accountant.                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | On July 29, 2002, we filed a Current Report on Form 8-K,
which included a press release on July 23, 2002 in which the
Company reported second quarter earnings of $0.20 per diluted
share, provided a financial outlook for Fiscal 2002, and
announced that Clay M. Whitson, CFO, would leave the Company and
that Timothy R. Yost was named as the new CFO effective September
3, 2002.                                                                                                                                    
|
| | (iii) |  | On August 14, 2002, we filed a Current Report on Form 8-K,
which included a notification that the Company had filed with the
SEC its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2002. Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the Form 10-Q was accompanied by a
certification of James J. McGonigle, Chairman of the Board of
Directors and CEO of the Company, and Clay M. Whitson, CFO of the
Company, a copy of which was furnished pursuant to this Item 9 as
Exhibit 99.1.

14



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                                                                                                                              | 
|----------------------------------------------------------------------------------------------------------------------------- | 
|The Corporate Executive Board Company                                                                                         | 
|                                                                                                                             
|By: /s/ Timothy R. YostTimothy R. Yost
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) | 
|                                                                                                                             
|Date:  November 13, 2002                                                                                                      | 

15



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CERTIFICATIONS

I, James J. McGonigle, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of The Corporate
Executive Board Company;                                                                                                                                                                                                                                  
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|
| | 4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                      
|

| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        
|

| | 5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        
|

| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                  | 
|--------------------------------------------------------------------------------- | 
|Date: November 4, 2002                                                            | 
|                                                                                 
|/s/ James J. McGonigle                                                            | 
|James J. McGonigle
Chairman of the Board of Directors and Chief Executive Officer | 

16



---



##### 



I, Timothy R. Yost, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of The Corporate
Executive Board Company;                                                                                                                                                                                                                                  
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|
| | 4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                      
|

| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        
|

| | 5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        
|

| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                        | 
|--------------------------------------- | 
|Date: November 4, 2002                  | 
|                                       
|/s/ Timothy R. Yost                     | 
|                                       
|Timothy R. Yost
Chief Financial Officer | 

17